The Phantom Pony
by awesomeannie
Summary: the mane 6 have been assigned to help out the Cult Opera House under Princess Celestia's order's, but what they don't realize is that another strange stallion has his eye on them. THIS IS PRETTY AWESOME!
1. Chapter 1

The Phantom Pony

**A/N: hey brony phans! I'm awesomeannie, a total Phan-girl and Pega-sister. So i have read fanfics on both POTO and MLP and i got the idea to make a X-over, so here goes! Hope you enjoy it!**

**Chapter 1: Celestia's assignment**

"Twilight! Would you put down that book!" Complained Spike, "You've been reading all morning!"

"Not now Spike! I'm so close to perfecting this disappearing spell!" argued Twilight.

Twilight's horn glowed as she concentrated, pink sparks flew around the rock she was practicing on. It started to levitate when- ***THUNK*** the rock fell back onto the table. Twilight failed that attempt... AGAIN.

Spike groaned, "C'mon! you've been working on that spell for over a week! You need a break!"

Twilight sighed. As advanced as she was she couldn't figure this one out. With Celestia as her witness, she was struggling.

"I just don't know what I'm doing wrong!" Twilight sat down frustrated.

"Maybe you should stop practicing for a while!" suggested Spike

Twilight didn't answer, she was too busy thinking of how to improve on that spell.

"Pinkie Pie wanted us to come to Sugar Cube Corner to try some new cupcake recipe," continued Spike "Maybe we should stop by, be with your friends, and have FUN."

Twilight thought for a moment, _I don't think I'm doing any harm, and i am hungry after all that studying_

She took a deep breath, "Okay sounds like a good plan, thank you spike"

"No problem! Now lets go get cupcakes!"

Just as the two started heading towards the door, Spike belched and flames spurt out of his mouth, revealing a letter from Princess Celestia.

"A letter from the princess now?" questioned Twilight magically picking it up.

"Oh no, you don't have to hit the books for another week do you?" asked Spike.

Twilight read the letter, "oh, it's more than that!"

"well what does it say?"

"Can't say now spike, i have to go!" said Twilight bolting out the door.

"Hey wait for me twilight!" called Spike

The whole mane 6 were sitting in Sugar Cube Corner enjoying Pinkies fresh baked cupcakes. All except twilight.

"These are some mighty fine cupcakes ya got 'ere Pinkie Pie!" said Applejack

"why thank you applejack!" replied Pinkie Pie popping another cupcake in her mouth.

"I must say these are simply marvelous! Did you make these same cupcakes for Gummy's birthday?" asked Rarity.

"nope! this is a new recipe!"

"Well these are pretty rad treats pinkie. You really out did yourself!" said Rainbow Dash.

"Thanks Dashie! I wish twilight was here though" said pinkie with a disappointed look.

"Where is she?" asked Fluttershy, "it's not like her to miss dates with her friends like this."

"Aw that pony has been workin 'er tail off tryin' to do some new spell." explained Applejack

"But twilight studies all the time and never misses friend stuff like this!" argued Rainbow Dash

"Well maybe-" began Fluttershy, when Twilight ran in and stopped abruptly.

"You guys i need to tell you something important!" said the out-of-breath unicorn

"Well i need to tell YOU something important" said pinkie, "You're late! Good thing i saved a few cupcakes for you in case you showed up." Pinkie pushed a plate of cupcakes towards twilight.

Twilight sat down and was about to share the news when spike ran in.

"What.. was that about.. twilight?" said Spike out of breath.

"Yes darling, please explain why you came running in here like you've seen a ghost?" asked Rarity.

"Sorry spike, I wanted you all to be here before i share what princess Celestia's letter said." explained twilight.

"Well what's up?" asked rainbow dash flying over to her.

twilight pulled out the note and started to read aloud as her friends surrounded her.

_My Most Faithful Student Twilight, _

_I have received news that the manager, Note Worthy, of the Cult Opera House needs some help planning the next few operas. Meadow song, the old manager, has recently retired. And now Note Worthy would appreciate some help on a few things. This will require you and your friend's special talents to make the next opera happen. For Rarity, I want her to help design the costumes for our shows. For Rainbow Dash and Applejack, I want them to use their abilities to help build the sets and help about back stage, they will be the back stage managers for the time being. For Pinkie Pie, the excellent party planner. After every opera they have a special gala to celebrate the performance. I wish for pinkie pie to plan the entertainment. I want Fluttershy to provide music from her animal friends just like the Royal Wedding we celebrated. And Twilight, you will be the second manager helping every pony until Note Worthy can settle in a bit. It's a big responsibility that the new cult is trying to work with, but I know you can handle it. Please gather your friends and have them meet Mr. Worthy at the opera house. I believe in all of you. If anything strange happens or if you need help at any time just tell me. _

_from your teacher,  
Princess Celestia._

"A opera house?!" cried Rarity, "Oh this will be wonderful! The art, the music, the Glamour! I heard that the opera house is so beautifully decorated! Its a dream come true, not to mention I'm designing dresses for them!"

"Me and AJ get to be the awesomest backstage managers ever! and who knows? the wonderbolts attend the opera a lot! I might actually get to meet them!" exclaimed rainbow dash.

"PARTIES!" shouted Pinkie Pie bouncing up and down in excitement.

"oh i dunno..." said the uneasy Fluttershy.

"Fluttershy i know you'll do great. Same with your animal friends. You'll perform the best music all of Equestria has ever heard!" reassured twilight.

"You know how i am in front of crowds.." Fluttershy visibly tensed. "I-I don't think I can"

"Don't worry, we'll be there with beside you. Right girls?" asked twilight.

All the girls nodded.

"you'll be fine." said twilight. "Now Celestia said we need to be there tomorrow, so i think we should pack up and leave in the morning. We'll make this the best opera house in all of Equestria!"

The girls cheered. even Fluttershy gave a small, shy "woohoo"

This was the start of the next pony adventure.

**A/N: well what do you think? Pretty awesome right? No? screw you! anyway R&R and ill see you in the next chapter! PEACE!**


	2. Chapter 2

**A/N: Hey people! New chapter! pretty awesome right? I think i use the word Awesome way too much... But i don't care! Anyways, i might not post another chapter for a while because spring break is coming up and my family is going on vacation. So when i come back i'll update again. but until then, enjoy this awesomeness!**

* * *

**Chapter 2: Opera Ghost?**

"Spike, have you seen my 'Places in History' book?" asked Twilight frantically looking about, "I wanna do some research on this opera house we're going to!"

"It's gotta be around here somewhere!" said Spike as he started searching the book cases, throwing books out of the way behind him.

Twilight pulled out book, after book, skimming it's contents then throwing it aside. "not here. Did you find it Spike?"

"no! i think it's time we re-shelf the books again!" suggested spike.

twilight kept searching shelf by shelf. "oh hey, 'the art of organizing.' I ought to save that one for later!" said twilight.

"boring."

At that moment there was a soft knock at the door.

"i'll get it" said spike.

spike opened the door seeing Fluttershy there, holding her white bunny Angel.

"hi spike, is it okay if i come in?" asked Fluttershy.

"oh hey Fluttershy, C'mon in." called twilight from inside.

Fluttershy entered, setting angel down to hop around a bit. The first thing she saw was Twilight and a mess of books all around her.

"oh my, how did this happen?"

"sorry about the mess, i was looking for a book about the opera house we're visiting tomorrow."

"oh that's what i wanted to talk about, you see i don't have anyone to take care Angel while we're away, so i was wondering if maybe we could take her along with us?" said Fluttershy in a rush

"hmm, I don't see any harm in that." replied twilight

"oh thank you Twilight!" said the pleased Pegasus

"it's no problem, while you're here would you mind helping us find that book?" asked twilight.

"what book are you looking for?"

"well anything we can find information about the opera house really. did you find anything yet Spike?" twilight turned to see spike was looking at one book.

"Kind of, there's this book i think you need to see!" called spike

Twilight walked over to him followed by Fluttershy. Twilight looked over his shoulder seeing spike was reading "strange and mysterious legends"

"Spike what do 'strange and mysterious legends' have to do with the history of the opera house?"

"i'd say this story has a lot to do with it! Look!" spike shoved the book at Twilight.

Twilight took the book from him reading the title, "The Opera Ghost?"

spike nodded, "yeah that's the one."

"O-OPERA GHOST?!" stuttered the scared Fluttershy.

twilight read the page aloud,  
"_stories say that a mysterious stallion lives deep below the Cult Opera House. He is a Musical genius, but is dangerous at the same time. Some call him the "Phantom of the Opera" others call him the "Opera Ghost". he is known for running the opera house, giving managers notes with exact orders, and if they are not followed disasters occur. some even say he even teaches those ponies with angelic voices. no pony has ever met him face to face, but they say he wears a white mask and is always dressed black as night."_

"wow, talk about dramatic!" said spike.

"oh that's so scary! i don't think we should go!" argued Fluttershy.

"fluttery, it's only a story. There is no Phantom of the Opera!"

"remember twilight, you said the exact same thing about Zecora's curses!" said spike

"and i was right! It was just the poison joke!" replied twilight.

Fluttershy started to panic a little. "but what if it's true? what if he wants to kidnap one of us? what if he doesn't like us and wants us to leave? what if he does something disastrous? what if-"

Twilight cut her off, "Fluttershy! It's just a legend! this is just some scary story that ponies tell to scare other ponies! there is no "opera Ghost" or "phantom of the opera" or whatever!"

"are you so sure twilight?" questioned Fluttershy, still uneasy.

"Positive. now we better pack up. it will be a long journey tomorrow, so go home and get some rest. and no more phantom business!" ordered twilight.

"oh ok, thanks twilight." Fluttershy picked up angel and started heading for the door. "see ya tomorrow."

"bye Fluttershy " called twilight. Fluttershy left and closed the door behind her. Twilight sighed and turned back to the mess around her. "well maybe we should clean this up. i can borrow a book about the Cult Opera House at the Canterlot Library tomorrow."

"sounds like a plan!" agreed spike.

* * *

"_maybe twilight's right, Phantom's and Ghosts don't exist!_" thought Fluttershy. Fluttershy was packing up everything for angel and herself for their trip.

"this will be a fun little adventure right angel bunny?" Fluttershy asked

angel gave a happy little hop. showing he was excited. Fluttershy giggled. "i guess you're right. there's nothing to worry about."

Fluttershy glanced at the wall clock, 9:00. "Oh my! look at the time! it's time to get you into bed!"

angel gave Fluttershy a glare.

"C'mon now, we have a long day ahead of us and you need your rest." said Fluttershy scooping up her little friend. she set angel down into his bed and started to sing a lullaby to calm him to sleep. "_hush now, quiet now, it's time to lay your sleepy head. hush now quiet now it's time to go to bed." _as Fluttershy sang, the bunny slowly fell into a deep sleep.

"good night angel."

* * *

**A/N: aww i love Fluttershy! BTW you might remember "hush now, quiet now" from another episode of my little pony. i forget the name of the episode, but it's the one where Fluttershy babysits the Cutie Mark Crusaders. yeah i like that one. anyway R&R, and if you don't ill have a cockatrice turn you into stone! and Fluttershy wont be there to save you with "the stare!" OH I REMEMBERED THE NAME OF THE EPISODE! it was "the stare master" ha ha good times. anyway ill see you in the next chapter, PEACE!**


	3. Chapter 3

**A/N: ... I know. I suck. i know i haven't been here in a while, I've just been really busy with dance and school and, well everything! so a million apologies that i haven't been writing. but you're wait is over! and i hope you can forgive me with this new chapter!**

Chapter 3: Journey to the opera house.

the sun slowly peaked over the valley where ponyville lay. hardly any clouds were out, showing no signs of bad weather. this new dawn was a start to the day the six ponies (and one dragon) head out to canterlot. twilight seemed the most excited, for she was up hours making sure everything was on her check list. "okay lets see, suitcases? check. saddle bags? check. carriage? check. Royal guards pulling our carriage? check. spike refusing to get up?" twilight glanced over at spike who didn't even stir. she sighed. "check. Spike, wake up! we're leaving soon!"

spike turned over "i don't wanna, why cant we leave in the afternoon?" twilight levitated him out of bed. "Because spike, canterlot is a long carriage ride away. if we leave later we wont make it in time to meet meadow song! you should get ready, plus **_Rarity_** will be here soon!"

spike bolted up. "Rarity? oh why didn't you say so? do i look ok? can you give me a mustache again? do you think rarity likes mustaches?" twilight giggled "don't worry lover boy, you look fine. now help me get these bags in the carriage."

spike picked up two of their bags and started heading for the door, when all of a sudden-**CRASH!- **pinkie pie opened the door running in, and crashing spike behind it. "hi twilight! i'm here! oh i'm so excited to go to the opera house! with the dancing the singing! hey i hope i'm not late! am i late twilight? i sure hope not, or else i'll make everyone else late, and then we'll be late for meeting the manager which we don't want to have happen now do we? hey where's spike?" spike groaned from behind the open door. "here!" pinkie moved the door to see him smacked against the wall. "sorry spike! i guess i didn't see you there! i was so excited to get here i forgot to knock! silly me!"

"ugh, it's no problem pinkie." said spike as he picked up the bags he dropped and headed outside again to the carriage, with both royal guards ready and waiting patiently. twilight turned to pinkie. "anyways, don't worry pinkie you're not late. you're early, and in fact the girls should be here about-"

"Hey guys! whats happening?" said rainbow dash flying in.

"-now" finished twilight. twilight looked and saw applejack, rainbow dash, and Fluttershy at the open door. "hey guys! you're right on time!"

"well duh! we're not gonna miss this chance of a life time! just think of how awesome it would be to work at one of the most successful opera houses there are!" said rainbow dash.

"it sure is an honor!" agreed applejack. Fluttershy just nodded her head "yes seems exciting." twilight looked at the bunch. Rainbow, AJ, pinkie, Fluttershy. "hey where's Rarity?" twilight noticed she didn't come in with them. they looked around and as if on cue, rarity came up lugging 15 full suitcases behind her. "sorry for being late everyone, but i had to finish packing. i did try to bring everything i need for this occasion."

twilight glanced at the others awkwardly. only seeing them with the same expressions. "um, well glad you could make it anyway rarity!" said twilight. Rarity levitated all her luggage on the top of the carriage, barely all of them fitting. "oh i would never miss a chance to see the grand opera house now would I? but of course i had to come prepared. its always better to have it and not need it then to need it and not have it, am i right?"

the whole group just nodded 'sure' 'yeah' 'okay' was all that was said.

"okay everypony! we must hurry if we don't want to be late! lets go!" ushered twilight. the girls all filed in the carriage one by one and fluttershy carrying angel. spike stood holding the door open for them. when everyone was set, spike started the carriage and they started their long journey to canterlot.

* * *

it didn't take long for the ponies to laugh and giggle about how fun the opera house would be. rarity was excited about all the glamour and shopping she could do, not to mention the amazing costumes she could design. twilight was excited about how wonderful the operas would turn out, and to work with a high class manager. applejack was happy to work with set up and backstage work. Rainbow dash was excited to work as Apple jack's partner plus be 'Chief of the catwalk' and work with all the ropes and fly in high places. although fluttershy, well she was happy to conduct her bird friends and all, but she couldn't help but shake the feeling of the opera ghost is still there.

fluttershy was mainly silent while everypony talked, but eventually twilight noticed her. "fluttershy, is everything okay?"

fluttershy looked away from the window, angel bunny still asleep next to her."hmm, oh yes i'm fine." she lied. she looked down still thinking about the phantom. twilight wasn't easily convinced. "you don't seem fine. whats the matter?"

fluttershy looked up, "oh i don't know, maybe the fact that we could be kidnapped by the opera ghost!"

at that everyone looked at them. "what are ya'll talkin 'bout 'ere?" asked applejack. "opera ghost? whats an opera ghost?" questioned rainbow dash.

"it was a _myth _that we found in a book. it was a story about a pony black as night who sent notes to the managers with orders and threats and a bunch of other hooey. it said that the opera ghost or 'phantom pony' still lives there today. but its all made up!"

"well remember you said the same thing 'bout zecora!" pointed out applejack. "spike said the same thing. and i was right anyways!"

"well you cant be right all the time!" said rainbow dash. twilight rolled her eyes. "Don't tell me you believe in this story too!" rainbow dash shook her head, "of course not." rarity nodded her head. "there isn't anything to be afraid about darling. its just made up!"

"how do you know? he could be real." defended fluttershy. "i don't think you have to worry bout anythin sugar cube. phantom ponies and opera ghosts, it just doesn't add up." said applejack. "i must say i have to agree with applejack." said rarity. "its all a bunch of nonsense!"

"oh, i guess you guys are right. its silly to think ghosts are real..." admitted fluttershy.

and so all the girls went back to laughing and talking about what the future may hold, but fluttershy remained silent and sure of everything. especially the opera ghost.

**And there you have it! chapter 3 done! now please don't hate me for not updating sooner. but ive been really busy with school, dance, and stuff. so i think REVIEWS might speed up the process. so REVIEW for me PLEASE and ill see you in the next chapter!**

**awesomeannie :) **


	4. Chapter 4

**A/N: Hey I'm back! ... after one day. a friend of mine asked me to write another chapter for her so i did :) thank HER. not me! ha ha well enjoy Chapter 4!**

**Chapter 4: The Opera House**

the carriage ride to canterlot was very long and tiring for the six ponies, but eventually they came up to the golden, shimmering, Colt Opera House. "girls! we're here! the opera house is just ahead!" exclaimed twilight while anxiously looking out the window. everyone crowded around the windows and looked out to see the tall building shining like gold ahead. they all gave a 'ooh' and an 'aah' at the beautiful sight. even fluttershy couldn't help but gaze in awe. (despite her still constant fear)

Rarity squealed. "Its just like how i imagined! it must have the finest jewel covered walls and floors inside! just think about the glamour!" rarity's eyes were glimmering with the images of diamond floors and crystal walls. Pinkie pie then spoke "do you KNOW what kind of parties i could throw in there! i mean we could fit 1 bazillion ponies in there!" pinkie was bouncing with excitement. twilight shook her head, "I don't think we can fit THAT many ponies in there pinkie. But you're right, it sure is big!"

"BIG?! Its Humongous! its got to be 100 feet tall!" said rainbow dash. "that view from the top must be so awesome!" no other words were exchanged as the carriage approached. as they came closer they saw princess Celestia standing at the stair case with Meadow song. Meadow song looked a little worn down, very old looking. but very high class nonetheless. he also looked nervous upon waiting the arrival of twilight and her friends.

the carriage rolled to a stop and spike came and opened the door for them. Rarity first tumbled out of the carriage excited to see the spectacular building up close. next came Pinkie Pie bounding out of the carriage, then rainbow flying out, then apple jack, twilight, and then came fluttershy meekly stepping out with angel on her back.

"welcome to the Colt Opera House girls!" welcomed Princess Celestia. everyone bowed to her and rose looking up with mouths agape. "everyone i'd like to introduce you to the new manager here. Meadow Song."

"thank you princess." said the old stallion, "I'm very pleased you all could come at such short notice." twilight stepped up. "it's no problem, and i'm pleased to meet you. I'm twilight, and these are my friends, Rarity, Pinkie Pie, Rainbow Dash, Apple Jack, and Fluttershy."

"marvelous!" said Meadow Song, "6 new ponies to help put our next show on! I'm very glad to meet all of you." he came up and shook everyone's hoof.

"come, we've got a lot to see in there. now meadow song, would you be so kind into having some pony help carry their bags to their rooms?" asked Princess Celestia. Meadow Song nodded, "of course! Raindrops!"

a yellow Pegasus with a weather cutie mark, unassumingly named Raindrops flew through the front door "what is it?" he asked. "would you please take these ponies bags to their rooms. they are the 6 ponies who are helping the opera house for a few weeks." the manager explained. Raindrops' face lit up "these are the ponies? that's fantastic! its great that you finally came, i'd be happy to take your bags for you!"

"thank you, and do be careful with their luggage!" warned the manager, seeing the piles of bags rarity had at the top of the carriage. "no problem!" said the Pegasus.

"alright, lets look around then shall we?" asked the Princess. and with a nod Meadow song led them up the golden staircase to the front door.

* * *

Meadow song cleared his throat, "everypony, may i have your attention!"

there were ponies, unicorns, and pegasi everywhere. scrambling about to get ready for the upcoming performance. there were ponies warming up their voices, to other ponies dancing, to other workers just building sets and working backstage. everypony was so busy, no one paid attention to the manager.

"excuse me! everyone? Hello!" the manager saw the dance instructor Minuette. Minuette was a leader, one with a cane in hoof and stood in a stern teacher like manner. "um, minuette? a little help?" minuette nodded and thumped her cane loudly onto the floor. the whole room fell silent. the old stallion shook his head. _Ill never understand how she does that! _he thought. "thank you, now everypony i'd like you to greet our new guests. They are here to help for our next upcoming shows and make them the best operas in Equestria!" meadow song announced. at that everyone applauded in unison. "please meet Twilight sparkle and her friends." he introduced "thanks for the introduction" said twilight. "and with the help of everyone here there's nothing we cant do!"

everypony seemed very pleased with the 6 ponies here. they could all use the help. the preparation for the opera has been behind schedule, so it was a miracle to have ponies with special talents like their's to come along.

twilight began to assign her friends their duties. "okay, Rarity the sewing mistress already has costume idea planned. but maybe you can improve them a bit and then make them. so you can start with that. Pinkie Pie, start working on party arrangements. we want the galas to be amazing and fun! i know you'll do great! Applejack, Raindrops is coming to show you around backstage and then you may start working on building set pieces. Rainbow Dash, there a colt named iron horse who works on the catwalk. he's going to show you how to operate the lights, ropes and backdrop. Fluttershy, are your bird friends here?" fluttershy said nothing, and only nodded. "great, than you may start working with them and see how well they can sing with the orchestra. and as for me, i'm going to be working with Meadow song almost always, so if you need anything just come find us. I'm super excited about how this is gonna turn out! ready girls?" twilight asked.

"ready!" they all said at once. "Alright! lets start then!" twilight ordered. and they all went to their jobs.

* * *

fluttershy's POV:

as twilight said i gathered all my bird friends and started working on the songs. we were putting on an opera called "Pony of the Golden Glade" which told a beautiful story with amazing songs. the story was about a beautiful pony who lived in a golden castle but never longed for the glamour, but longed for true love. Rarity said that the lead pony 'rose' was crazy, but i can understand her point of view. whoever wrote this opera surely was a genius. but there was no known composer...

while i was conducting the birds, i couldn't help but feel like i was being watched. it scared me to think that the phantom pony was watching me. but my friends are right, there's no such thing as a opera ghost right? ... right?

"Hi Fluttershy!"

i quickly turned around startled to see pinkie pie close up. i guess i was so caught up in practice i didn't hear her come in.

"oh, hi pinkie"

"How's rehearsal coming?" she asked. "oh its going great. my friends are very quick learners."

"that's fantastic! we'll be ready for the opera! we don't want a opera ghost to disapprove of our talents now do we?" i was shocked, was it true? did she see him? how would she know he exists? "o-opera ghost?" i squeaked. that's all i could say. this fear was really getting to me. pinkie turned to me. "you don't still believe in that do you? i was just teasing silly!"

"oh right..." was all i said, looking down in embarrassment and fear that the story was true. "its ok fluttershy! there's no such thing as ghosts! unless he's not actually a ghost! maybe he's a Sasquatch! oooohh" pinkie started making fake ghost noises and fell to the floor laughing. i started to giggle a bit too. "you're right pinkie pie. there's no such thing as ghosts."

"there you go! well i'm off to finish party planning! see ya later!" and with that pinkie bounded away. i went back to conducting the birds. the melody was sweet and sad, and sounded beautiful coming from the birds whistle like voices. everything was going just fine with the song. at least it was until one blue jay i named twitter hit a sour note.

"oh excuse me twitter. i think your just i little off. this is the note." i sang the measure perfectly like how it was supposed to be. I've been told my voice was pretty, but there was no way i was singing in front of a crowd. singing to animals was all the audience i could need "you got it?" i asked. twitter nodded. and we went back into the song. this time with no mistakes.

**Well there you have it! i would've made this longer, but you're just gonna have to wait until the next chapter! sorry! but ill update ASAP and plz plz plz REVIEW! there's nothing i would love more than a awesome review (keeping in mind i don't have any yet) :( frowny face.. well see you in the next chapter! PEACE!**


	5. Chapter 5

**A/N: Hey guys! I finally got my first review! Huzzah! So thanks mylittleponyisawesome24601 you have totally made my day :D so here's chapter 5 for y'all! (Shoot I'm talking like applejack again!)**

**Chapter 5: mysterious...**

"Hey fluttershy! How are the birds coming along?" Asked twilight. She was standing on the stage previously talking to meadow song. with a nod of acknowledgement, meadow song left the girls alone to talk. Fluttershy smiled "Oh, their doing great! we've learned to first act already!" Fluttershy seemed very proud of her birds, which was very understandable. they've sung for the royal wedding, but never for a live performance before! twilight nodded, "that's great fluttershy! We were just about to start rehearsal for first act anyway. Would you like to stay and watch?"

"Oh i would love too!" replied fluttershy. twilight was shocked by this. she was merely trying to be polite, but she didn't know fluttershy would have a interest in a opera so intense. "Really? You would?" questioned twilight.

"of course! i simply love the story so far!" answered fluttershy. twilight shook her head. "well i'm glad you like it, but don't you think its a little... abstract?"

fluttershy thought for a moment, "well, i guess it is a little different. but i think that's where the real beauty of it is. its beautiful in difference." twilight considered this. "i guess you're right, but to be honest i didn't think you'd like the opera so much!"

"so just because you're the studious pony means i cant enjoy a classic?" fluttershy teased. twilight giggled. "no i guess you're right. but we must be starting rehearsal soon, so-"

twilight was interrupted by a high pitched and very scratchy voice singing. visibly, most ponies flinched at the voice. and THAT was just her warming up her voice.

"oh... my. w-who was that?"

twilight sighed. "the leading pony, Royal Ribbon."

"oh, what a... interesting voice."

"a voice to bring that giant chandelier down that for sure!"

fluttershy looked above her to see the Giant pink and gold chandelier glistening in many colors above her head. _that must weigh a ton! _thought fluttershy _but it does look very nice._

fluttershy was confused. "if you don't think shes good than why is she the lead?" twilight huffed. "as much as i think someone else could do better, shes _royalty _her family pays for her to be the lead. not only that, but the previous manager chose her and shes already learned most of her part! but the show is in 2 weeks. so this time, i guess shes still the leading mare!" twilight stopped and thought for a second. "hey fluttershy, would you be interested in becoming the Lead Pony sometime?"

fluttershy froze and visibly shrunk. "oh, i couldn't, i wouldn't. i could never sing in front of a crowd of thousands of ponies.. watching me.. judging me.." twilight saw the fear she had. "but you have an amazing soft voice! perfect for the part of rose!" fluttershy gulped. "as much as i'd like to help, i'll stick to conducting my birds thank you."

twilight sighed in defeat, "okay fluttershy, its your choice."

"thank you," then fluttershy turned and sat in the front row seat in the auditorium, waiting patiently for them to start rehearsal. little did any pony know a dark shadow watched the scene before him from box five...

* * *

the lead conductor tapped his baton on the music stand. "from the top if you please miss" he said to Royal Ribbon.

"whatever. I don't know why we need rehearsals, I _obviously_ don't need them" she said nonchalantly. the conductor ignored that last comment and led the orchestra into Rose's first Aria.

**_In My Life_**

**_there are so many questions and answers_**

**_that somehow seem wrong_**

**_In My Life_**

**_There are times when i catch in the silence  
_**

**_the sigh of a faraway song._**

**_and it sings, of a world that i long to see_**

**_out of reach  
_**

**_just a whisper away, waiting for me! _**

this aria was supposed to be the best one in the show. Sung by Royal Ribbon made it sounds like something was dying. her voice was too high and screeched. twilight shook her head. _why my previous manager thought she was good, i'll never know! _

Rarity was also watching with applejack from one of the stage wings. rarity leaned closer to her, "I've heard bad singing but this put all of them behind!" she whispered. Applejack nodded, "This is worse than a pig squeelin' on a hot summer day." rarity looked puzzled but agreed anyway. it was just applejack being Applejack, but what she meant was that Royal Ribbons had NO talent in singing what so ever.

even the new manager silently judged her. _gosh can things get any worse? _he asked himself. Finally when she reached the highest note. (or shall i say highest shriek) the giant backdrop fell from mid-air right on the leading pony.

many ponies screamed as it fell. most were panicked by it. but twilight quick on her hoofs levitated the backdrop before it could harm anyone. she placed it back into position without damage. however the leading pony was very put out. she was sobbing dramatically from what happened while several others comforted her. twilight was angry herself when she immediately thought: Rainbow Dash.

"Rainbow Dash!" twilight called from the stage. she was directly under the catwalk where rainbow dash was working with Iron Horse. "Why on earth would you do that?"

"do what?" asked rainbow from the above. twilight rolled her eyes. "oh, i dont know. perhaps make that backdrop fall on to the leading pony! you do realize you would've hurt her, and you would've ruined a set piece!" rainbow dash flew down to the stage. "i didn't do it! i would never so something like that! Honest! and i couldn't have done it anyways! Iron Horse was teaching me how to control lights when the backdrop fell. we were nowhere near it!" rainbow dash leaned in. "but with Royal Ribbon's terrible singing, i'm glad it fell!" she whispered so only twilight would hear. twilight shook her head. "well if it wasn't you, than who did it?"

"It was the Phantom Pony!" someone shouted. everyone started whispering and gossiping in unison after that statement. but once fluttershy heard this she felt again scared. she shivered at the thought that the opera ghost was real. but twilight wouldn't have it. "Please! there is no phantom pony! this was just an accident!"

Royal Ribbons went from distressed to angry. "ACCIDENTS? how would you know? these 'accidents' happen all the time! i cant take it anymore! this stress is bad for me! do you dee these bags under my eyes? I cant handle this drama! you will have to find another leading pony, because i quit!" with a bold stride she quickly exited the theatre.

rarity whicspered to Applejack. "what a drama queen!" Applejack tried not to comment about that. but only nodded.

from the shadows, a dark figure watched silently as the star left. "_perfect." _he thought with a smirk. and he dissappeared.

**A/N: Ok i know i stole that song from Les Miserables. but what can i say? I LOVE THAT MUSICAL. plus it fit. anyway, whats gonna happen now? I DUNNO! okay actually i do. but you'll have to wait and see! so i guess I'll see ya in the next chapter! and you BETTER review! reviews make me write faster! PEACE OUT! **


	6. Chapter 6

**A/N: Hey guys! back again! with what? CHAPTER 6! finally you'll find out what happens!**

**Chapter 6: Fluttershy?**

"perfect, just perfect!" cried twilight throwing her head back. "NOW who's going to sing the part of Rose?"

meadow song stopped pacing. "The understudy! who's the understudy for Royal Ribbons?" he asked. no pony stepped up. no pony even spoke. just silence. twilight groaned. "PLEASE don't tell me that there's no understudy!"

one of the cleaning ponies spoke, "Royal Ribbons felt like she was too good to have one." another worker pony shouted out. "If you can call that screeching voice talented!" everyone laughed at the comment.

"Please! everypony, does anyone else know the part?" twilight asked. fluttershy came up next to her, she wanted to speak to her dear friend about the opera ghost. of course she still felt uneasy. "umm, twilight.."

"i don't think any pony else could know it! We're doomed!" cried meadow song.

"twilight, i wanted to talk to you.." fluttershy tried again.

"we're not doomed! we just need to find a pony who can sing Rose's part and have her perfect it in..." twilight counted the days. "2 WEEKS!?" _okay yeah. we're doomed_

"umm if you don't mind, i wanted to-"

again fluttershy was interrupted. "How is that possible?! it takes months to memorize and rehearse operas to perfection! we can't throw everything upon one, unless of course you want a complete mess!" meadow song's hair was messy and unkempt from the stress of everything.

"excuse me" minuette walked up with a sealed letter.

"what is it now?" asked the annoyed meadow song.

"well pardon the interruption, but i have a letter for twilight sparkle." said minuette. twilight looked puzzled but took the note. "oh. uh, thank you." twilight gazed at the envelope received. it seemed normal enough, until she saw the wax that sealed it... the stamp figure was the shape of a mask! creepy...

"could it be?.." asked twilight to herself.

"well what does it say?" asked meadow song.

twilight opened it and read the contents of the letter out-loud.

_so you're the famous Twilight Sparkle. I've heard so much about you and you're friends, and you are impressive if i may add. first i'd like to say welcome to my opera house. even though you may be a manager here it is I who owns it. and being owner of this establishment_ i_ have a few commands. I demand a pay of 20,000 bits. the salary is due and will be collected by the end of the month if not sooner. also, for every performance I want Box 5 empty for my own use. though i may be a ghost i do need a seat of my own. These are simple instructions i assure you. but if these orders are not followed, trust me,you will have to face the consequences. you have been warned. so i wish you all good luck, and i hope this first show doesn't end up a complete disaster._

_~ O.G._

now fluttershy wasn't just anxious, she was down right scared!

"okay, this is obviously some prank! There's no such thing as an 'Opera Ghost!" claimed meadow song. but minuette gave him a critical look. "Can you be so sure?" she asked. that silenced him. could there be?...

"great. just great. Not only do we have this crazy ghost pony bossing us around, demanding money, and threatening us, but we still have no singer!" said twilight. _first day and i'm already stressed out! _thought twilight. then she remembered what Princess Cadance taught her. _Ok twilight, just breathe in, and out.__  
_

twilight took a deep breath to calm her nerves. _okay, now who else can sing? and other than that, who else knows most of the songs. _twilight sat there, thinking. when fluttershy again spoke, "twilight, i want to talk to you about something.."

that's when it hit twilight. "AHA! i got it! fluttershy can sing the part!"

fluttershy yelped from the sudden outburst. "m-m-me? but i can't sing in front of a crowd!"

"why not? you have the perfect voice! and plus you love this opera so can learn the whole show in no time!'

fluttershy shook her head. "no i can't. i cant sing in front of... everypony."

"PLEASE fluttershy. we need your help. just for ONE show?" twilight begged.

fluttershy sighed. _i cant let my best friend down. as long as its only this one opera... "_OK if only this one time!"

"perfect!" said meadow song. "now if you could just give us a little rendition now?"

"w-what now?"

"well they have to hear how you're voice is" confirmed twilight. she saw how nervous fluttershy became as she bowed her head down in her shyness. "fluttershy, just relax. you'll do amazing." that's when she got an idea that might help her.

"Rainbow Dash! can you gather the rest of the group and have them come on stage?" twilight called to the rafters.

"no problem!" rainbow called back.

meadow song still seemed tense. "a-are you sure fluttershy can do the part. i mean she just seems very- well- shy!" twilight shook her head. "i know she may seem quiet, but she has an outstanding voice, perfect for this show! just give her a chance." twilight saw her friends on stage. "please excuse me for a moment."

twilight walked over where Rarity. Applejack, Pinkie Pie, and Rainbow Dash waited, slightly confused why they were called here. "girls, fluttershy is really nervous. but i think if she sings for US instead of everyone it will help her."

her friends still looked at her in confusion.

twilight rolled her eyes. "come here." she ordered. the followed her to the front of the stage, just in front of fluttershy. "okay fluttershy. now pretend you're singing for you're best friends instead of everypony else. just focus on us."

just then, fluttershy instantly felt a little bit better. her best friends were going to help her! that really touched her. she smiled meekly. "thank you." she half whispered.

the music started to play as fluttershy's cue came in. her heart started racing faster, she started sweating, and she felt all eyes on her. but with the supporting looks of her friends in front of her, she felt the courage to sing after all. so she opened her mouth and sang.**  
**

**In My Life,**

**There are so many questions and answers that somehow seem wrong.**

**in my life**

**There are times when i catch in the silence, the sigh of a faraway song.**

**and it sings, of a world that i long to see.**

**out of reach**

**just a whisper away waiting for me.**

fluttershy's singing was nothing like Royal Ribbons. no. fluttershy's voice was a soft soprano voice, almost like a bird's. her voice didn't crack or screech, but had a lovely tone in it. everypony stared in amazement of how perfect her voice was all along. and so it was official. Fluttershy was definitely going to sing as Rose.

* * *

**A/N: alrighty! there you have it folks! if you thought it was awesome, REVIEW. if you hated it, you should still REVIEW. haha see you in the next chapter! :) **


	7. Chapter 7

**A/N: hey everyone! IM SO SO SOOOO SORRY! my internet at home crashed and couldn't use internet on the computer for... a long time! so really sorry, but here's chapter 7!**

**Chapter 7:**

Fluttershy flew numbly back to her guestroom where she was staying at. with her musical score in her mouth, all she kept thinking was _i'm the leading pony. i'm the leading pony. I AM THE LEADING PONY._ it all didn't make sense to her. first she was just the conductor for birds, it was her first day, then all of a sudden a backdrop falls, she sings ONE song, and now shes going to play a lead in a opera? how does that work? _  
_

fluttershy opened her guest bedroom door and flew in briskly, following by quickly shutting the door behind her. Angel was curled up in ball on the bed, comfortably taking an afternoon nap. without noticing this, fluttershy dropped the musical score onto a table with a loud **THUNK. **angel woke up and glared drowsily at fluttershy for disturbing him.

"Oh goodness, sorry angel. i didn't mean to wake you. i guess i forgot you like to take naps this time of the day."

angel yawned and hopped out of the bed and onto the table. he started looking at the musical score quizzically.

"oh that? oh- well, i got the lead in the opera. no big deal." fluttershy shyly said. fluttershy couldn't help but say everything on her mind. "oh angel! what am i going to do? i cant sing in front of everypony! sure i did it today, but that was with my friends and only a few other worker ponies. in the actual show ill sing in front of high class, and very judgmental ponies! what if i freeze out there? or mess up? or maybe even get booed off the stage? oh i just cant do it!" fluttershy fell into a heap on the floor. she hid her face with her hoofs, at the verge of tears. she felt someone stroking her mane. looking up, she saw her bunny angel trying to comfort her.

fluttershy gave a watery smile. "thanks angel. you're such a good bunny." fluttershy pulled her bunny into a hug, which was interrupted by a knock at the door.

"who could that be?" fluttershy wondered out loud. she quickly composed herself, took in a deep breath and headed towards the door.

she gently opened the door to see spike waiting there. "oh, hello spike. what brings you here?" she asked.

"twilight said to gather you things so you can move into your new dressing room. you know, since your leading pony and all."

fluttershy tilted her head in a confused manner. "why do i have to move? right here is just fine."

"well twilight said that you deserve more treatment. i mean you are a star now."

"i am?"

spike nodded. "Of course! you're gonna be preforming for hundreds of ponies every night, and be in the spotlight of all of canterlot! well as long as you don't mess up. that would be a disaster! could you imagine the humiliation?"

"oh right..." now fluttershy was nearly shaking at the thought of everypony staring at her.

"Well c'mon! I gotta show you to your new high class bedroom!"

"Oh is that really necessary? Here is fine. I don't have to be anywhere special..."

spike shook his head. "Twilight insists. And so does meadow song!"

"Oh well... if they really want me to i guess..." spike grinned. "Great! Just grab your things and I'll show you to your new room!"

* * *

"welcome to the 'Prima Donna dressing room!' whatever that means." said spike making a grand gesture to the room. the dragon led fluttershy -now carrying her luggage again- into a large and fancy room. fluttershy looked at the room wide-eyed. the walls were all a soft color of pink, while flower vases filled the room giving it a sweet scent. _Probably left from royal ribbons. _she thought. besides that, the room also had an elegant vanity, large bed, and dressing screen. but what really caught fluttershy's eye was the huge, shiny, gold framed mirror in the center wall in front of her.

fluttershy swallowed. _is all this attention worth it? __  
_

"hope you enjoy this room! i'd probably like it if it wasn't so..." spike eyed the room a little, "_Girly_" he finished. _  
_

"it's beautiful." fluttershy replied meekly. spike nodded, "it is nice i guess, but i have to get going. oh and almost forgot, twilight said to start studying! of course she'd say that. she's usually the one who wont STOP studying! well, ill see ya later fluttershy!" then spike left closing the door behind him

now that fluttershy was alone, she carelessly dropped her saddle bags on the floor and sighed. angel was busying exploring the new room. "well angel, what do you think of it here?" she asked.

angel hopped in front of the grand mirror and stared into in intensely, as if seeing something else besides his reflection.

"angel? what are you looking at?" questioned fluttershy.

angel started hopping up and down pointing at the mirror frantically. fluttershy tilted her head confused.

" angel what is it? you can see yourself in the mirror? no... you don't like the mirror? no... you want to be the mirror?" fluttershy tried her best in guessing what angel was saying, but she couldn't figure it out.

the knock on the door interrupted them, and rarity stuck her head in. "Any pony in here?" she called.

"Oh hi rarity." greeted fluttershy.

"my, my fluttershy! just look at this place! It's AMAZING!" admired rarity, "It's a lot prettier than the room I got stuck in. but i guess it will do."

"really? because i like this room and all, but don't you think i'm getting a little too much attention?"

rarity shook her head. "Well of course not! you are the star of the show! and you should be treated like one!"

fluttershy nodded. "umm, i'm sorry. but what exactly do you need?" asked fluttershy

"Oh, sorry darling. i completely forgot. I need to take your measurements for your costumes!"

"now?"

"Of course!you are going on stage in two weeks time! We need to get your costumes ready by then! the sooner then better!" explained rarity practically dragged her out the door.

"well okay. I'll see you later Angel. Be a good bunny!" called fluttershy over her shoulder.

after the two left, angel continued to stare up into the mirror. what fluttershy never saw was the ghostly white mask behind the mirror, listening and watching closely to the Pegasus who was to star in his opera...

**A/N: again, SUPER sorry i couldn't update sooner! i'll try to write again and NOT take forever. anyway see you guys in the next chapter and don't forget to review! PEACE OUT! **


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